Details of any restrictions on the transfer of securities
The Company has 22,330,117 shares subject to lock-in agreements and 71,012,717 shares subject to orderly market agreements.
The holders of shares subject to lock-in (ie, the directors of the Company) have each agreed that, subject to certain exceptions, they will not dispose of any shares prior to the first anniversary of the date of Admission, provided that any of them may dispose of up to 20 per cent of their respective shareholding in the capital of the Company prior to the first anniversary of the date of Admission if, for a period of not less than 10 Business Days prior to the first anniversary of the date of Admission, the closing middle market quotation of shares (as derived from the London Stock Exchange Daily Official List) is not less than £3.40 and provided that they dispose of such shares at a price which is not less than the higher of (a) £3.40 and (b) the average of the middle market quotations of shares (as derived from the London Stock Exchange Daily Official List) during the 10 Business Day period referred to above i.e. in the lock-in period during which the middle market quotation of shares (as derived from the London Stock Exchange Daily Official List) is not less than £3.40.
The holder of shares subject to orderly market agreements have each agreed that, subject to certain exceptions, they will not (without the prior written consent of the Company’s broker, Hanson Westhouse Limited and the Company) dispose of any interest in their shares in the twelve months following Admission other than through Hanson Westhouse.
Other than the above lock-ins and orderly market arrangements, there are no restrictions on the transfer of shares between persons resident outside of Bermuda (under Bermuda law, transfers involving Bermuda residents may be subject to specific exchange control authorisation).
